Canada: Fairness Opinions And Related Party Transactions: The Canadian Perspective

Last Updated: June 14 2011
Article by Ralph Shay

Based on a presentation at the Business Valuation Conference of the American Society of Appraisers and the Canadian Institute of Chartered Business Valuators in Miami, Florida, on October 5, 2010. Published in the Journal of Business Valuation (2011, Volume 1), a publication of the Canadian Institute of Chartered Business Valuators.

Fairness opinions and their quality are not generally highly-charged, emotional subjects in Canada. In fact, the most notorious court case in the last several years that addressed fairness opinion issues did not even involve an actual fairness opinion — it was the lack of a fairness opinion that was a point of contention.

In Canada, the securities regulators become more involved in related party issues than do the courts. Even the stock exchanges, through their rules for continued listing, play a larger role than the courts in this area. Two of the securities regulatory authorities (in Ontario and Quebec) have a rule governing related party transactions. This rule involves more than just disclosure, in contrast to the regulatory approach of the Securities and Exchange Commission in the United States which focuses almost exclusively on disclosure when it comes to related party transactions. The Ontario and Quebec rule, in addition to addressing disclosure, mandates "majority of minority" shareholder approval and independent valuations in certain cases.

In 1996, the Ontario Securities Commission (OSC) expressed the belief that standard fairness opinions are more noteworthy for what they do not contain than what they do, and that they usually lack analysis to support the conclusion reached, leaving the reader to speculate. In formulating its rule to regulate related party transactions, the OSC decided that fairness opinions would play no part.

The HudBay Minerals Case

Issues relating to the payment of a success fee to a provider of a fairness opinion have been the subject of regulatory consideration from time to time. A particularly high-profile case in which this occurred involved HudBay Minerals Inc., which in 2009 agreed on a proposed plan of arrangement to acquire Lundin Mining Corporation. A plan of arrangement is a legal process that Canadian companies often use to effect a merger, and requires court approval. One of the main reasons for going the plan of arrangement route is that if the merger involves a share exchange, the shares to be issued to the shareholders of the target company will be exempt from the U.S. registration requirements because the registration is court-approved. This is an important exemption in cases where a significant percentage of the target's shareholders are in the United States.

The HudBay Minerals case involved a hearing before the OSC, the contested issue being whether the acquirer's shareholders should have been given a vote on the transaction. This is one area in which the U.S. had been more regulatory than in Canada — if a public company is issuing shares to acquire another public company in the U.S., the U.S. stock exchanges require shareholder approval of the acquiring company's shareholders if the acquiring company is issuing more than 20% of its outstanding stock. Until recently, Canada had no such limit. If a company listed on the Toronto Stock Exchange (TSX) was issuing shares to acquire a private company, and issuing more than 25% of the number of its outstanding shares, then shareholder approval was required, but there was no limit if it was acquiring a public company. That recently changed so that for TSX companies the 25% threshold applies to the acquisition of both public and private companies, but at the time of the HudBay case there was no automatic TSX shareholder approval requirement. However, the TSX did have the discretion to require shareholder approval on the basis of subjective factors. The TSX did not exercise that discretion in the case of HudBay, and a shareholder of HudBay applied to the OSC to have the TSX's decision reviewed.

The OSC overruled the TSX and required a vote of HudBay shareholders. However, what attracted more attention than the decision itself was a comment the OSC made in its reasons for the decision regarding the success fee that was payable to the provider of the fairness opinion to the special committee of HudBay's board of directors. The OSC said that a success fee throws into question the entire fairness opinion, in light of the conflict of interest the success fee creates. In Canada, success fees are common, and the OSC's comments (which were not germane to the actual decision that the OSC was making) caused somewhat of a panic in the investment dealer community. In a subsequent speech to the Conference Board of Canada, the chair of the OSC panel that made the HudBay decision narrowed the application of the panel's comments on success fees to the facts of the HudBay case and stated that the HudBay reasons did not suggest that success fees must not be paid to providers of fairness opinions. However, the securities regulatory authorities in Ontario and Quebec do prohibit the payment of a success fee to providers of valuations that are required under the rule described below.

Regulation of Transactions Involving Public Companies and their Related Parties

There is a significant difference between Canada and the U.S. in terms of the percentage of public companies that are controlled by a single shareholder or shareholder group. According to the Canadian Institute of Chartered Accountants, 25% of the companies listed in the main Canadian stock exchange index, the S&P/TSX Composite Index, are controlled. For this purpose, a controlled company is defined as having a shareholder or shareholder group owning at least 25% of the outstanding voting shares. By comparison, approximately 8% of the companies listed on the New York Stock Exchange are controlled. In response to that situation, and to the high volume of related party transactions by public companies, the OSC introduced a policy in 1990 stipulating that certain types of related party transactions would be regulated by the OSC. This policy evolved into a rule in Ontario and Quebec which is now called Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61¬101). The rest of the provinces did not follow suit because they believed that the rule was not suited to the smaller companies that were then listed on stock exchanges outside of Ontario and Quebec. However, at the present time MI 61-101, for practical purposes, applies to most public companies across the country, because the TSX Venture Exchange has adopted it, and all Toronto Stock Exchange listed companies are bound by MI 61-101 by virtue of being "reporting issuers" in Ontario.

There are four types of transactions that are covered by MI 61-101: insider bids, issuer bids, business combinations and related party transactions. The rule requires a formal, independent valuation (subject to certain exemptions), not just a fairness opinion. Also required are "majority of minority" shareholder approval (for a business combination or related party transaction) and enhanced disclosure.

As its name suggests, an insider bid is a takeover bid made by an insider of a target company (or in certain cases, a party related to the target company who is not technically an "insider" as defined by securities laws). An insider is generally someone who owns more than 10% of the voting shares of a company, directly or indirectly, or an officer or director of the company. If a takeover bid is an insider bid, there must be a special committee of the board of directors established for the target. The special committee chooses the valuator and supervises the preparation of the valuation, and the bidder pays for the valuation. There are potentially tense moments if the bid is hostile and the special committee does not obtain a valuator or the valuation with due expediency as required by MI 61-101. The securities regulators are often asked to intervene in that situation.

An issuer bid is essentially a takeover bid by a company for its own shares. The regulatory requirements for issuer bids apply generally to the repurchase by the company of its common shares, rather than, for example, the redemption of preferred shares. In addition, MI 61-101 does not apply to normal course purchases on a stock exchange.

A business combination is a normal merger/acquisition type of transaction, where shareholders vote on the merger. MI 61-101 only covers transactions where a related party is involved. The obvious example would be a management buy-out, or a major shareholder buying out the other shareholders. But the rule could also come into play if a related party is obtaining a significant benefit from the transaction that is unavailable to the other shareholders. The board of directors or a special committee of the target must choose a valuator and supervise the preparation of the valuation for a business combination.

A related party transaction under MI 61-101 is essentially a significant transaction between a company and a related party to the company, such as an insider. If a related party transaction is also a business combination, the requirements for a business combination apply rather than the related party transaction requirements. An example of a related party transaction that would be subject to MI 61-101 is a significant property transaction between a company and its major shareholder. MI 61-101 only comes into play if the size of the transaction exceeds 25% of the company's market capitalization.

The requirements for the contents of the valuation are set out in MI 61-101 in general terms. The detailed requirements are not specified, but the standards set by the Investment Industry Regulatory Organization of Canada or the Canadian Institute of Chartered Business Valuators are considered acceptable.

The required subject matter of the valuation depends on the type of transaction. For an insider bid, issuer bid or business combination, the target shares and any non-cash consideration being offered to the target shareholders must be valued. For a related party transaction, the valuation must cover the non-cash assets involved in the transaction. There are certain exceptions that may apply if the consideration being offered to shareholders, or involved in a related party transaction, consists of publicly traded securities having a liquid market (although the shares that would be surrendered by target shareholders in exchange for those publicly traded securities must still be valued).

If a valuation is required, either a summary or it or the full valuation must be contained in the main disclosure document for the transaction. For an insider bid or issuer bid, the main disclosure document is a bid circular sent to the shareholders. For a business combination or related party transaction, it is usually a management information circular for the meeting at which the shareholders are to vote on the transaction.

The valuator must be independent from the related party involved in the transaction. The valuator can have associations with the target, but it cannot have a material relationship with the acquirer of the target or with the entity transacting with the public company in the case of a related party transaction. Whether or not a valuator is independent is a subjective determination by the public company, but MI 61-101 lists certain circumstances in which a valuator is considered not to be independent. Included in the list is the circumstance where the valuator has a material interest in the completion of the transaction. This would preclude the payment of a success fee.

Magna — the Case of the Absent Fairness Opinion

The 2010 case involving Magna International Inc. (Magna) dealt with an area that has generated considerable controversy in Canada over a period of at least three decades: dual class share structures.

Dual class share structures are fairly common in Canada and usually involve two classes of shares: either voting and non-voting shares or subordinate voting (carrying one vote per share) and multiple voting shares (carrying more than one vote per share). The shares with the inferior voting rights are publicly traded while the shares with the superior voting rights may or may not be publicly traded.

With calls from shareholder activists and some members of the financial media for a ban on the public trading of shares with inferior voting rights, dual class share structures were the subject of two major reviews and public hearings by Canadian securities regulators in the 1980s. (Among, other things, the shareholder activists noted that stock exchanges in the U.S. did not list companies with dual class share structures, but the U.S. exchanges did eventually list them with certain restrictions.) Both of the reviews resulted in the conclusion that the dual class share structures would be permitted but that they would be subject to certain rules relating mainly to disclosure.

In 1986, there was somewhat of a major scandal involving voting and non-voting shares. Canadian Tire Corporation, Limited (Canadian Tire) had a non-voting/voting share structure that had been introduced in 1983 when all of the common shares were converted into voting and non-voting shares, with shareholder approval. The meeting materials provided to the shareholders when they voted on this share restructuring disclosed that the non-voting shares would carry "coattails", which referred to share conditions that were designed to ensure that a takeover bid for the voting shares would have to also be made for the non-voting shares. The shareholders approved the change, and three years later, under an agreement involving the major shareholders of Canadian Tire, a takeover bid was made for only the voting shares at an extremely large premium to the market price of the nonvoting and voting shares. The coattail was insufficient to stop this bid. The controversy this created resulted in the OSC holding a hearing and stopping the takeover bid on public interest grounds.

Shortly after the Canadian Tire episode, the Toronto Stock Exchange introduced a rule requiring all newly listed classes of shares with inferior voting rights to carry coattails that met the Exchange's standards. Classes of shares that were already listed were "grandfathered". Prior to that time, a number of companies had coattails, but some did not. One of the grandfathered companies was Magna.

In May of 2010, Magna announced that it proposed to enter a plan of arrangement under which, among other things, it would eliminate its dual class share structure. Magna's share structure at the time was as follows:

" 112 million Class A Subordinate Voting Shares (Class A Shares) – one vote per share

" 727,000 Class B Shares – 300 votes per share – all beneficially owned by a trust for the benefit of Frank Stronach, Magna's founder and Chairman, and certain members of his family

" The outstanding Class B Shares represented 0.6% of the total equity of Magna and 66% of the votes.

Under the proposed share restructuring, Magna would purchase for cancellation all of the outstanding Class B Shares in exchange for 9 million newly issued Class A Shares and U.S.$300 million, altogether representing an 1800% premium to the market price of the Class A Shares before the announcement. In addition, certain amendments would be made to existing consulting agreements with Mr. Stronach and his associated companies, and there would be a reorganization that would have the effect of giving an entity associated with the Stronach trust control over Magna's vehicle electrification business.

A special committee of the Magna board was established, and Magna hired CIBC World Markets (CIBC) as its financial advisor. The terms of engagement with CIBC did not require a fairness opinion or a formal valuation. The transaction was a related party transaction, but of insufficient size to trigger the formal valuation requirement in MI 61-101.

CIBC determined that the dilution to Magna's shareholders from the transaction would be significantly greater than was the case for 15 precedent transactions that CIBC analyzed in which dual class share structures were collapsed. It was not customary for a fairness opinion to include an opinion regarding the likely trading price of a company's securities following the announcement of completion of a transaction. There was a potential for an increase in the trading price of Magna's shares following the transaction, but the amount, timing and duration of any improved trading performance was difficult to predict. Given that the primary rationale for the proposed Arrangement was an increase in the trading price, any fairness opinion would require CIBC to opine on future trading prices which CIBC said were inherently unpredictable. On that basis, CIBC did not consider itself to be in a position to provide a fairness opinion.

The special committee decided to recommend to the board that the transaction be submitted to the Magna shareholders for their approval (including approval of the holders of Class A Shares voting separately as a class), but with no recommendation from the board to the shareholders as to how the shareholders should vote. The board adopted the special committee's recommendation.

There were objections in principle from some institutional investors. Many companies —about 15% of the companies in the TSX/S&P Composite Index — have dual class share structures, and the objecting institutional investors believed that the Magna arrangement would set a bad precedent.

The OSC staff objected to the process that led to the proposed arrangement and the disclosure that was provided to shareholders in the management information circular that was distributed to the shareholders in connection with the shareholders' meeting to vote on the arrangement. As a result, the OSC called a hearing following which the OSC decided not to object to the transaction but to require improved disclosure in an amended management information circular. The enhanced disclosure was mandated in part because of the lack of a fairness opinion. One of the OSC's specific requirements for the amended circular was a clear statement of how CIBC assessed the proposed transaction from a financial perspective and the reasons why it concluded that it could not opine as to the financial fairness of the arrangement. Based on the evidence before it, the OSC was unable to come to a view as to whether the transaction was unfair to the holders of the Class A Shares.

At the shareholders' meeting, the arrangement was approved by 75.3% of the holders of Class A Shares who voted. The share price had risen in response to the announcement of the proposed arrangement, and securities analysts were virtually uniformly positive about the proposal, since in their view the dual class share structure had a discounting effect on the share price. Eliminating the structure, although expensive, would still provide a net benefit to the holders of Class A Shares, according to the analysts. A significant majority of the shareholders agreed, based on their votes.

Following the shareholder vote, it was still necessary for Magna to obtain the approval of the Superior Court of Justice (Ontario) before the arrangement could become effective. The main issue to be determined by the court was whether the transaction was fair and reasonable. Opposing institutional shareholders participated in the hearing, as well as two institutional shareholders that supported the arrangement.

The institutional investors retained Morgan Stanley Canada Limited (Morgan Stanley) as financial experts for purposes of the court hearing. Morgan Stanley expressed the view that the arrangement was capable of being the subject of a fairness (or unfairness) opinion. Precedent transactions where dual class shares were being collapsed did have fairness opinions, and Morgan Stanley noted that the premium paid for the Class B Shares under the proposed Magna arrangement was substantially higher than the median and highest premiums paid in the precedent transactions. On that basis, Morgan Stanley concluded that the consideration being paid in the Magna transaction was not fair, from a financial point of view, to the holders of the Class A Shares. The court noted, however, that Morgan Stanley did not address the subject of future trading prices in arriving at its conclusion. Nevertheless, the essential question being asked by the opposing institutional shareholders was: How can a court conclude that the arrangement is fair and reasonable when Magna's own financial advisor could not provide a fairness opinion?

In arriving at its decision, the court stated that it could not draw an adverse inference from the absence of a fairness opinion. The court viewed the position of the opposing shareholders as implying that a fairness opinion or valuation must be required every time in which the analysis of the financial benefits to be received under an arrangement is at all complex. The court considered such a requirement to be unrealistic in two respects. Firstly, it gave undue credibility to fairness opinions and valuations, particularly insofar as they failed to address the actual values at which the consideration to be received in an arrangement would trade after the arrangement. Secondly, it ignored the reality that, ultimately, the shareholders must make their own decisions regarding the future market value of the consideration.

The court concluded that it could place reliance on three indicators of fairness in the case of the Magna arrangement: the outcome of the shareholder vote, the market's positive reaction to the announcement of the proposed arrangement, and the presence of a liquid market in which the shareholders who opposed the transaction could sell their shares at prices that had not been demonstrated to have been reduced as a result of the announcement of the arrangement. Based on these factors, the court approved the arrangement. The opposing institutional shareholders appealed the decision to the Ontario Divisional Court. The appeal was dismissed and the arrangement was completed.

Despite the comments that have been made by both the OSC and the court as to the limited utility of fairness opinions, it is expected that fairness opinions will continue to be obtained by companies undergoing merger transactions, particularly where conflicts of interest come into play. A fairness opinion is still often viewed as an essential component of the process a board undertakes to ensure that it is fulfilling its fiduciary duties in evaluating a merger proposal. Magna notwithstanding, an absence of a fairness opinion could in some circumstances be viewed in a negative light if a board's conduct in approving a merger is called into question.

About Fraser Milner Casgrain LLP (FMC)

FMC is one of Canada's leading business and litigation law firms with more than 500 lawyers in six full-service offices located in the country's key business centres. We focus on providing outstanding service and value to our clients, and we strive to excel as a workplace of choice for our people. Regardless of where you choose to do business in Canada, our strong team of professionals possess knowledge and expertise on regional, national and cross-border matters. FMC's well-earned reputation for consistently delivering the highest quality legal services and counsel to our clients is complemented by an ongoing commitment to diversity and inclusion to broaden our insight and perspective on our clients' needs. Visit: www.fmc-law.com

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Events from this Firm
17 Oct 2018, Webinar, Toronto, Canada

Dentons and SheEO are coming together for an evening of #radicalgenerosity on October 17, 2018. Meet Vicki Saunders, Founder of SheEO, and learn about how SheEO is changing the landscape for female entrepreneurs.

17 Oct 2018, Webinar, Toronto, Canada

With the continued focus on Bill 148’s significant changes to the Employment Standards Act, Dentons’ Toronto Employment and Labour group is pleased to launch a new webinar series focusing on Bill 148.

17 Oct 2018, Seminar, Québec, Canada

Dentons is pleased to invite you to join us for a breakfast seminar as part of the Les Matinées Dentons series on issues relevant to you and your business.

Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions